Hydro Annual Report 2011b

Major shareholders and voting rights
SHAREHOLDER INFORMATION
Major shareholders and voting rights 117
As of December 31, 2011, Hydro had 54,625 registered shareholders as per the Norwegian Central Securities Depository
(VPS). The Ministry of Trade and Industry of Norway was the largest of these with a shareholding of 34.26 percent of the total
number of ordinary shares authorized and issued, and 34.81 percent of the total shares outstanding. As of the same date, The
Government Pension Fund - Norway (Folketrygdfondet) owned 4.24 percent of the total number of ordinary shares issued and
4.31 percent of the total shares outstanding. In total, the Norwegian state owns 38.50 percent of the total number of ordinary
shares issued and 39.12 percent of the total shares outstanding. There are no different voting rights associated with the ordinary
shares held by the state.
The Norwegian Ministry of Trade and Industry represents the Norwegian government in exercising the state's voting rights.
The state has never taken an active role in the day-to-day management of Hydro and has for several decades not disposed of
any of the ordinary shares owned by it, except when participating in the share buyback programs.
At the closing of the acquisition of Vale's aluminium assets on February 28, 2011 Hydro issued 447,834,465 new shares to
Vale as part of the consideration in the transaction. Vale therefore owns 21.65 percent of the total number of ordinary shares
issued and 21.99 percent of the total shares outstanding. According to the agreement, Vale cannot increase its ownership
beyond the 22 percent, is required to retain its shares for at least two years after the transaction closes and following the twoyear
period not sell shares constituting more than 10 percent of Hydro's issued shares to any single buyer or group.
The state, represented by the Ministry of Trade and Industry has stated its intention to potentially increase its shareholding up
to 39.9 percent through acquiring shares in the market.
JPMorgan Chase & Co, as depositary of the ADSs, through its nominee company, Morgan Guaranty Trust Company, held
interests in 10,390,127 ordinary shares, or 0.51 percent of the issued and outstanding ordinary shares as of December 31,
2011. The interests are on behalf of approximately 430 registered holders of ADSs.
All shares basically carry one vote. It is, however, a
requirement of Norwegian legislation that a shareholder can
only vote for shares registered in their name. Shares
registered with a nominee account must be re-registered in
the Norwegian Central Securities Depositary before the
Annual General Meeting in order to obtain voting rights.
This requirement also applies to our US-traded ADSs.